Dhanalaxmi Roto Spinners Ltd

Dematerialisation status

• Securities for dematerialisation during the quarter were confirmed to the depositories.
• Securities dematerialised have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates were mutilated and cancelled after verification; the depository registered owner substituted within the prescribed period.

Insider trading disclosure

• Promoter Group KMP Srinidhi Inani acquired 5,000 equity shares on-market on 23-09-2026.
• Holding moved from 84,488 shares (1.08%) to 89,488 shares (1.14%).
• Form C under PIT Regulations 7(2) and 6(2) filed; CC to BSE.

Dhanalaxmi Roto Spinners Ltd: Trading window closed from 01 October 2026 till 48 hours after declaration of Unaudited Financial Results for half-year and quarter ended September 30, 2026

AGM Details

• Date, time and mode: 21 Sep 2026 at 11:30 AM, via video conferencing.

Key Resolutions

• Adopt Audited Balance Sheet and P&L for year ended 31 March 2026 (ordinary).
• Declare dividend of Rs 1 per equity share (10%) for FY 2025-26 (ordinary).
• Re-appoint Narayan Inani as director on rotation (ordinary).
• Approve related party transactions (ordinary).

Voting Results

• R1: Passed with 100% in favour.
• R2: Passed with 100% in favour.
• R3: Passed with 100% in favour.
• R4: Passed; 99.99% in favour, 0.01% against.

Dividend

• Dividend declared: Rs 1 per equity share.

Director Changes

• Narayan Inani retires by rotation; re-appointed.

Material Related Party Transactions

• RPTs approved; counterparty/amount not disclosed.

AGM details

• AGM held via video conferencing on 21 September 2026 from 11:30 to 12:05 IST.
• Remote e-voting ran 18–20 September 2026; venue voting available after meeting.

Ordinary business

• Adoption of audited financial statements and reports for year ended 31 March 2026.
• Dividend of Rs 1 per equity share declared.
• Re-appointment of Narayan Inani, retiring by rotation.

Special business

• Related party transactions to be considered and approved.

Other matters

• Scrutinizer appointed for remote and venue voting.
• Voting results will be announced per Scrutinizer's report.

AGM and dividend notice

• Notice published for AGM date and dividend record date.
• Notice published in Business Standard (English) and Mana Telangana (Telugu).
• Publication date of notice: August 28, 2026.
• Record date for dividend announced; AGM date disclosed.
• Dividend amount not disclosed.

Dividend and AGM record date

• Record date fixed at 14 September 2026 for dividend payment and AGM.
• AGM scheduled for 21 September 2026.
• Dividend on equity shares for year ended 31 March 2026 to be paid within 30 days of AGM.
• Dividend payable to members on register as on 14 September 2026.
• Demat holders to receive dividend per depository details as on 14 September 2026.
• Dividend is subject to declaration at AGM.

Financials at a glance

• Total income Rs 28,475.11 Lakhs; revenue from operations Rs 27,607.09 Lakhs.
• PAT Rs 687.09 Lakhs; EPS Rs 8.81.
• YoY: revenue up to 27,607.09; PAT down from 854.02.

Dividend & returns

• Dividend of Rs 1 per equity share proposed for FY2025-26; payable after AGM.
• Record date 14 Sep 2026; dividend subject to tax deduction at source.
• No rights issue or buyback in FY2025-26.

Related party transactions & governance

• Related party: Rotocell International L.L.C-FZ; maximum Rs 75 Crores; approved by Audit Committee and Members.
• Directors' remuneration total Rs 216 Lakhs; MD/WD/CEO each Rs 72 Lakhs.
• Board: 6 directors; 4 independent; four committees; seven board meetings in FY2025-26.
• Auditors: G. D. Upadhyay & Co. (unmodified); Secretarial: Baheti Gupta & Co. (unmodified).
• Independent Directors meeting held on 10-02-2026; all independent directors attended.
• Vigil mechanism via Whistle Blower Policy in place.

CSR overview

• CSR expenditure for FY2025-26: Rs 25.62 Lakhs; 2% of average net profit.
• CSR obligation Rs 25.62 Lakhs; spent Rs 25.62 Lakhs; unspent nil.
• CSR committee: Dhanraj Soni (Chair), Narayan Inani, Anirudh Inani.
• CSR policy and projects disclosed on company website.

Audits & governance

• Statutory Auditor: M/s G. D. Upadhyay & Co.; unmodified report.
• Secretarial Auditor: Baheti Gupta & Co.; unmodified report.
• Independent Directors meeting held; board governance and compliance reaffirmed.

Balance sheet snapshot

• Total assets Rs 10,054.45 Lakhs; total equity Rs 6,260.98 Lakhs; reserves Rs 5,480.92 Lakhs.
• Borrowings Rs 215.31 Lakhs; cash & cash equivalents Rs 3,775.89 Lakhs.
• Net debt to equity: -0.346; current assets Rs 9,474.47 Lakhs; current liabilities Rs 3,687.15 Lakhs.

Outlook & risks

• Single domestic segment; trading in wood pulp and paper; market volatility.
• Risks include commodity price volatility, FX fluctuations, competition, policy changes.
• ERM framework adopted; board oversight of risk management.

Key board approvals

• Dividend recommended at 10% per share (Rs 1.00) for 2025-26.
• Approval of related party transactions under section 188, to be approved by members at the AGM.
• Approval of Directors' Report for FY 2025-26.
• Adoption of Secretarial Audit Report for FY 2025-26.
• Notice for calling Annual General Meeting for FY 2025-26.

Dhanalaxmi Roto Spinners Limited – Trading window closed Aug 20, 2026 to Aug 26, 2026; Board meeting on Aug 24, 2026 to consider dividend for the year ended March 31, 2026.